The application process for incorporating a company will be changing to an exclusively electronic format from 17 May 2023, in accordance with the latest amendments to the Law on the Registration Procedure at the Agency for Business Registers. There are a number of key issues arising from this change that we seek to clarify below:
Who can submit an e-application to register a company in the Register of Business Entities?
The e-application can be submitted by a natural person (founder – future shareholder of the company) or by a person who is authorised by the founder (for example, a lawyer) to submit the e-application to the Serbian Business Register Agency (“SBRA“). If the applicant is a founder, he would sign the e-application with his qualified e-signature. If the applicant is a lawyer, he would sign the e-application with his own qualified e-signature, and the attachment would need to include a power of attorney in the form of an electronic document (signed by the founder of the company with his e-signature or signed with the founder’s handwritten signature and then digitised by a lawyer/notary).
Does the document submitted with the electronic application need to be in electronic form?
In relation to the e-registration procedure, all submitted documents must be in electronic form. It is essential to understand the difference between documents that the founder (or his representative) himself originally draws up in electronic form (such as the shareholder agreement) and signs with his qualified electronic signature, from documents issued by third parties or by the authorities, which must be authenticated with the qualified e-signature of an authorised person within the organisation that issued the document.
If the founder registers a company and does not have any of the documents he is required to submit in electronic form, he has the option of digitising the documents, i.e. converting paper documents into electronic copies. Electronic copies must be validated with the qualified e-signature of an authorised person. According to the Law on the Registration Procedure with the Business Registry Agency, Serbian lawyers are authorised to digitise and certify documents with their e-signature if the lawyer, with his e-signature i.e. with a qualified electronic seal, simultaneously signs the application with which the document is submitted.
Does a shareholder agreement have to be notarised?
Shareholder agreements attached to e-applications should be in the form of electronic documents signed with the e-signature of a shareholder of the company. If the shareholder agreement was previously drawn up in paper form with the signatures of the shareholders certified by a public notary, it is possible for the lawyer to digitise the document (convert it to an electronic document) and certify it with his e-signature, i.e. with a qualified electronic seal, if the lawyer, with his e-signature i.e. with a qualified electronic seal, simultaneously signs the application with which the document is submitted.
For more information on these changes please click on the link.